END USER LICENSE AGREEMENT
IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY.
BY SIGNING THE PRESENT DOCUMENT, YOU AGREE WITH THE TERMS FOR USE OF POWER TEAMS 365 SOFTWARE (DOWNLOADING, INSTALLING OR USING POWER TEAMS 365 SOFTWARE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT AS WELL).
General Terms. BULPROS CONSULTING (LICENSOR) IS WILLING TO LICENSE THIS SOFTWARE TO YOU AS A CUSTOMER ONLY UPON THE CONDITION THAT YOU PURCHASED THE SOFTWARE FROM AN APPROVED SOURCE AND THAT YOU ACCEPT AND FOLLOW ALL OF THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT OR ANY ADDITIONAL LIMITATIONS ON THE LICENSE SET FORTH IN A SUPPLEMENTAL LICENSE AGREEMENT ACCOMPANYING THE PRODUCT OR AVAILABLE AT THE TIME OF YOUR ORDER (COLLECTIVELY THE AGREEMENT). TO THE EXTENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS END USER LICENSE AGREEMENT AND ANY SUPPLEMENTAL LICENSE AGREEMENT, THE SUPPLEMENTAL LICENSE AGREEMENT SHALL APPLY. BY SIGNING THE PRESENT DOCUMENT (INCLUDING DOWNLOADING, INSTALLING, OR USING THE SOFTWARE), YOU ARE REPRESENTING THAT YOU PURCHASED THE SOFTWARE FROM AN APPROVED SOURCE AND BINDING YOURSELF TO THE AGREEMENT. FOR THE PURPOSES OF THIS END USER LICENSE AGREEMENT. AN APPROVED SOURCE MEANS (A) LICENSOR; OR (B) A DISTRIBUTOR/RESELLER AUTHORIZED BY LICENSOR TO DISTRIBUTE/ RESELL LICENSOR SOFTWARE WITHIN YOUR TERRITORY TO END USERS.
For purposes of the Agreement, Software shall mean Power Teams 365, as provided to Customer by an Approved Source, and any upgrades, updates, bug fixes or modified versions thereto (collectively, Upgrades), any of the same which has been relicensed or backup copies of any of the foregoing.
License. Conditioned upon compliance with the terms and conditions of the Agreement, Customer is granted with a perpetual (except for subscription based or term licenses), nonexclusive and nontransferable license to use for Customer’s internal business purposes the Software and the Documentation for which Customer has paid the required license fees to an Approved Source. Documentation means written information (whether contained in user or technical manuals, training materials, specifications or otherwise) pertaining to the Software and made available by an Approved Source with the Software in any manner (including on CD-Rom, or on-line). In order to use the Software, Customer may be required to input a registration number or product authorization key and register Customer’s copy of the Software online at LICENSOR website to obtain the necessary license key or license file. Any third party products contained in or provided with the Software may only be used as part of the Software.
The license permits the Customer to use of the Software in its entirety, with data access limited to data created or used by the Software.
Customer’s license to use the Software shall be limited to, and Customer shall not use the Software in excess of, the limitations as are set forth in the applicable purchase order which has been accepted by an Approved Source and for which Customer has paid to an Approved Source the required license fee (the Purchase Order).
Unless otherwise expressly provided in the Documentation or any applicable Supplemental License Agreement, Customer shall use the Software for Customer’s internal business purposes. No other licenses are granted by implication, estoppel or otherwise.
General Limitations. This is a license, not a transfer of title, to the Software and Documentation, and LICENSOR retains ownership of all copies of the Software and Documentation. Customer acknowledges that the Software and Documentation contain trade secrets of LICENSOR or its suppliers or licensors, including but not limited to the specific internal design and structure of individual programs and associated interface information. Except as otherwise expressly provided under the Agreement, Customer shall have no right and Customer specifically agrees not to:
(i) transfer, assign or sublicense its license rights to any other person or entity (other than in compliance with any LICENSOR relicensing/transfer policy then in force), and Customer acknowledges that any attempted transfer, assignment, sublicense or use shall be void;
(ii) make error corrections to or otherwise modify, translate, process, arrange, adapt or otherwise rework the Software or create derivative works based upon the Software (or permit third parties to do the same) as well as to reproduce the results achieved from any of these acts.
(iii) disassemble, reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction or except to the extent that LICENSOR is legally required to permit such specific activity pursuant to any applicable open source license; nor otherwise create or attempt to create the source code from the object code of the Software in any manner
(iv) publish any results of benchmark tests run on the Software;
(v) disclose, provide, or otherwise make available trade secrets contained within the Software and Documentation in any form to any third party without the prior written consent of LICENSOR. Customer shall implement reasonable security measures to protect such trade secrets.
Software, Upgrades and Additional Copies. NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT: (1) CUSTOMER HAS NO LICENSE OR RIGHT TO MAKE OR USE ANY ADDITIONAL COPIES OR UPGRADES UNLESS CUSTOMER, AT THE TIME OF MAKING OR ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLDS A VALID LICENSE TO THE ORIGINAL SOFTWARE AND HAS PAID THE APPLICABLE FEE TO AN APPROVED SOURCE OR LICENSOR FOR THE UPGRADE OR ADDITIONAL COPIES; AND (2) THE MAKING AND USE OF ADDITIONAL COPIES IS LIMITED TO NECESSARY BACKUP PURPOSES ONLY.
Proprietary Notices. Customer agrees to maintain and reproduce all copyright, proprietary, and other notices on all copies, in any form, of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software. Except as expressly authorized in the Agreement, Customer shall not make any copies or duplicates of any Software without the prior written permission of LICENSOR.
Term and Termination. The Agreement and the license granted herein shall remain effective until terminated. Customer may terminate the Agreement and the license at any time by destroying all copies of Software and any Documentation. Customer’s rights under the Agreement will terminate immediately without notice from LICENSOR and/or Approved Source (LICENSOR and/or Approved Source may decide to send notice at his discretion) if Customer fails to comply with any provision of the Agreement. Upon termination, Customer shall destroy all copies of Software and Documentation in its possession or control. All confidentiality obligations of Customer, all restrictions and limitations imposed on the Customer under the section titled “General Limitations” and all limitations of liability and disclaimers and restrictions of warranty shall survive termination of this Agreement.
Customer Records. Customer grants to LICENSOR and any person/entity authorized by LICENSOR the right to examine Customer’s books, records and accounts during Customer’s normal business hours to verify compliance with this Agreement. In the event such audit discloses non-compliance with this Agreement, Customer shall promptly pay to LICENSOR the appropriate license fees, plus the reasonable cost of conducting the audit.
Export, Re-Export, Transfer and Use Controls. The Software, Documentation and technology or direct products thereof (hereafter referred to as Software and Technology), supplied by LICENSOR and/or Approved Source under the Agreement may be subject to export controls under various countries’ laws and regulations. Customer shall comply with such laws and regulations governing export, re-export, transfer and use of LICENSOR Software and Technology and will obtain all required local authorizations, permits, or licenses. LICENSOR shall not be required directly to provide any documents or assistance in this regard.
Identified Components; Additional Terms. The Software may contain or be delivered with one or more components, which may include third-party components, identified by LICENSOR in the Documentation, readme.txt file, third-party click-accept or elsewhere (e.g. on LICENSOR’s website) (the Identified Component(s)) as being subject to different license agreement terms, disclaimers of warranties, limited warranties or other terms and conditions (collectively, Additional Terms) than those set forth herein. You agree to the applicable Additional Terms for any such Identified Component(s).
Warranty and Warranty Restrictions. In no event does LICENSOR warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, LICENSOR does not warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack.
Any warranty provided (if such), expressly or by the virtue of the law, does not apply if the Software (a) has been altered, except by LICENSOR or its authorized representative, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by LICENSOR, (c) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident; or (d) is licensed for beta, evaluation, testing or demonstration purposes. The Software warranty also does not apply to (e) any temporary Software modules; (f) any Software for which an Approved Source does not receive a license fee; and (g) Software supplied by any third party which is not an Approved Source.
ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY LICENSOR, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT THAT ANY OF THE SAME CANNOT BE EXCLUDED, SUCH IMPLIED CONDITION, REPRESENTATION AND/OR WARRANTY IS LIMITED IN DURATION TO THE MANDATORY PERIODS PROVIDED BY THE LAW.
Disclaimer of Liabilities – Limitation of Liability. ALL LIABILITY OF LICENSOR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS COLLECTIVELY, TO CUSTOMER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, SHALL NOT EXCEED THE PRICE PAID BY CUSTOMER TO ANY APPROVED SOURCE OR LICENSOR FOR THE SOFTWARE THAT GAVE RISE TO THE CLAIM THIS LIMITATION OF LIABILITY FOR SOFTWARE IS CUMULATIVE AND NOT PER INCIDENT (I.E. THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT).
Disclaimer of Liabilities – Waiver of Consequential Damages and Other Losses.
IN NO EVENT WILL LICENSOR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, BE LIABLE FOR ANY LOST REVENUE, LOST PROFIT, OR LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, HOWSOEVER ARISING, INCLUDING, WITHOUT LIMITATION, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF, IN EACH CASE, LICENSOR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Customer acknowledges and agrees that LICENSOR/Approved Source has set its prices and entered into the Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.
Controlling Law, Jurisdiction. The Agreement and warranties (Warranties) are controlled by and construed under the laws of the Republic of Bulgaria, notwithstanding any conflicts of law provisions. All disputes, arising from the Agreement or Warranties or related to them, including those arising from or concerning their interpretation, invalidity, performance or termination, as well as the disputes for filling gaps in the Agreement or its adaptation to newly established facts, shall be referred for resolution to the Court of Arbitration at the European Judicial Chamber, Sofia, Republic of Bulgaria, in compliance with its Rules for Litigations, based on arbitration agreements. In case as of the date of bringing a dispute to the Court of Arbitration under the previous sentence, the said court does not exist anymore, all disputes shall be referred for resolution to the competent Bulgarian court in Sofia city, the Republic of Bulgaria. The parties specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods. Notwithstanding the foregoing, LICENSOR may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of LICENSOR’s intellectual property or proprietary rights. If any portion hereof is found to be void or unenforceable, the remaining provisions of the Agreement and Warranties shall remain in full force and effect. Except as expressly provided herein, the Agreement constitutes the entire agreement between the parties with respect to the license of the Software and Documentation and supersedes any conflicting or additional terms contained in any Purchase Order or elsewhere, all of which terms are excluded. The Agreement has been written in the English language, and the parties agree that the English version will govern.
Personal data. Customer entitles LICENSOR to process personal data of the Customer and to process personal data on behalf of Customer when providing any maintenance/support services with respect to the Software (if such) or when making audits of the Customer. LICENSOR shall ensure that any such personal data will be used/processed only with respect to the relevant services/audits performed.